Common use of Governing Law, Dispute Resolution and Jurisdiction Clause in Contracts

Governing Law, Dispute Resolution and Jurisdiction. 7.3.1. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of laws. disputes, claims and controversies between the parties hereto concerning the validity, interpretation, performance, termination or breach of this Agreement, which cannot be resolved by the parties within sixty (60) days after such dispute, claim or controversy arises shall, at the option of either party, be referred to and finally settled by arbitration (an “Arbitration”) provided, that either party may apply to a court of competent jurisdiction seeking equitable relief prior to Arbitration. Such Arbitration shall be initiated by the initiating party giving notice (the “Arbitration Notice”) to the other party (the “Respondent”) that it intends to submit such dispute, claim or controversy to Arbitration. Each party shall, within thirty (30) days of the date the Arbitration Notice is received by the Respondent, designate a person to act as an arbitrator. If either party fails to designate a person to act as an arbitrator within the time specified herein the Arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation appoint a third arbitrator who shall act as presiding arbitrator (the “Presiding Arbitrator” and, together with the other two arbitrators, the “Arbitration Panel”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according to the rules of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”). 7.3.2. The Arbitration shall be conducted in accordance with the Rules, pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq., and shall be held in the Borough of Manhattan, in the City of New York and the State of New York. Executive and the Company hereby consent to the personal and exclusive jurisdiction of New York for such Arbitration and hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of any such Arbitration proceeding and any claim or defense of inconvenient forum. All Arbitration proceedings shall be confidential, and neither the parties nor the members of the Arbitration Panel may disclose the content or results of any Arbitration hereunder without the prior written consent of all parties to the dispute. The Arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law, unless the parties stipulate to the contrary. Any provisional remedy (including preliminary or permanent injunctive relief) that would be available from a court of law shall be available from the Arbitration Panel pending completion of the arbitration. The benefited party of such provisional remedy shall be entitled to enforce such remedy in court immediately, even though a final arbitration award has not yet been rendered. Within thirty (30) days after the appointment of all arbitrators to the Arbitration Panel, or within such longer period mutually agreed upon by the parties, the Arbitration Panel shall hear and decide the dispute submitted to Arbitration hereunder and shall promptly prepare a written decision on the merits of the matters in dispute, which decision shall state the facts and law relied upon and the reasons for the Arbitration Panel’s decision. The award or decision of the Arbitration Panel, which may include an order of specific performance, injunction, or other equitable relief, shall be final and binding on all parties, and judgment thereon may be rendered by any court having jurisdiction thereof, or application may be made to such court for the judicial acceptance of the award and an order of enforcement, as the case may be. There shall be no right of appeal, except as contained under applicable laws. During the pendency of any arbitration process, the parties shall equally share the cost of the arbitrator, and each party to any arbitration shall bear its own expenses, including but not limited to such party’s attorneys’ fees, if any. 7.3.3. Executive understands that nothing in this Section 7.3 modifies Executive’s at-will employment status. Either Executive or the Company may terminate the employment relationship between Executive and the Company at any time, with or without Cause, upon the terms and subject to the conditions of this Agreement. 7.3.4. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 7.3, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: (a) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION. (b) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT; (c) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

Governing Law, Dispute Resolution and Jurisdiction. 7.3.1. (a) This Agreement will Agreement, all transactions contemplated by this Agreement, and all claims and defenses of any nature (including contractual and non-contractual claims and defenses) arising out of or relating to this Agreement, any transaction contemplated by this Agreement, and the formation, applicability, breach, termination or validity of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the principles of any conflicts of laws. disputeslaw principles that would apply the Law of another jurisdiction. (b) Any dispute, claims and controversies between controversy or claim arising out of or in connection with, or relating to, this Agreement or the parties hereto concerning transactions contemplated by this Agreement or the validityformation, interpretationapplicability, performancebreach, termination or breach validity thereof, shall be finally settled exclusively by arbitration in accordance with the Rules of this Agreement, which cannot be resolved by Arbitration of the parties within sixty International Chamber of Commerce (60the “ICC”) days after such dispute, claim or controversy arises shall, in effect at the option time of either partythe arbitration, except as they may be referred to modified herein or by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”). The arbitration shall be conducted in the English language and finally settled by the seat of the arbitration shall be New York, New York. (c) The party or parties initiating arbitration (an the “ArbitrationClaimant(s)”) provided, that either party may apply to a court of competent jurisdiction seeking equitable relief prior to Arbitration. Such Arbitration shall be initiated by the initiating party giving notice nominate an arbitrator in its (their) request for arbitration (the “Arbitration NoticeRequest”). The party or parties named as Respondent(s) to in the other party Arbitration Request (the “RespondentRespondent(s)”) that it intends to submit shall nominate an arbitrator within thirty (30) days of receipt of the Arbitration Request and shall notify the Claimant(s) of such disputenomination in writing. If within thirty (30) days of receipt of the Arbitration Request by the Respondent(s), claim the Respondent(s) has (have) not nominated an arbitrator, then the International Court of Arbitration of the ICC (the “ICC Court”) shall appoint an arbitrator on behalf of the Respondent(s). The first two arbitrators nominated by the parties or controversy to Arbitration. Each party shall, appointed by the ICC Court in accordance with the above shall nominate a third arbitrator within thirty (30) days of the date the Arbitration Notice is received confirmation by the RespondentICC Court (or appointment in accordance with the above) of the arbitrator nominated/appointed on behalf of the Respondent(s). When the third arbitrator has accepted the nomination, designate a person to act as an arbitratorthe other two arbitrators shall promptly notify the parties of the nomination. If either party fails the first two arbitrators nominated/appointed fail to designate nominate a person to act as an third arbitrator within the time specified herein the Arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation referred to above, the ICC Court shall appoint a the third arbitrator who and shall promptly notify the parties of the appointment. The third arbitrator shall act as presiding chair of the Arbitral Tribunal. Each arbitrator (the “Presiding Arbitrator” and, together with the other two arbitrators, the “Arbitration Panel”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according qualified to practice law under the rules Laws of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”). 7.3.2. The Arbitration shall be conducted in accordance with the Rules, pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq., and shall be held in the Borough of Manhattan, in the City of New York and the State of New York. Executive and the Company hereby consent to the personal and exclusive jurisdiction of New York for such Arbitration and hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of any such Arbitration proceeding and any claim or defense of inconvenient forum. All Arbitration proceedings An arbitrator shall be confidential, and neither deemed to have met these qualifications unless any party objects within fifteen (15) days. (d) The parties agree that any Award by the parties nor the members of the Arbitration Panel may disclose the content or results of any Arbitration hereunder without the prior written consent of all parties to the dispute. The Arbitration proceedings Arbitral Tribunal on interim measures shall be governed by federal arbitration law fully enforceable as such and by the Rules, without reference an application for interim measures to state arbitration law, unless the parties stipulate to the contrary. Any provisional remedy (including preliminary or permanent injunctive relief) that would be available from a court of competent jurisdiction by any party to the arbitration shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate set out in this Section 11. (e) In order to facilitate the comprehensive resolution of related disputes and to avoid inconsistent decisions in related disputes, upon request of any party to an arbitration proceeding commenced pursuant to this Section 11, any dispute, controversy or claim subsequently noticed for arbitration under the provisions of this Section may be consolidated with the earlier-commenced arbitration proceeding, as determined within the discretion of the Arbitral Tribunal appointed in the first-commenced arbitration proceeding. The Arbitral Tribunal must not consolidate such arbitrations unless the Arbitral Tribunal determines that (i) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay, conflict of interest or otherwise. If the Arbitral Tribunal and any arbitration tribunal appointed in a subsequent arbitration proceeding disagree as to whether their respective arbitrations should be consolidated there shall be available from the Arbitration Panel pending completion no consolidation. (f) Subject to clause 17.3 of the arbitration. The benefited party of such provisional remedy shall be entitled to enforce such remedy in court immediatelyShare Purchase Agreement, even though a final arbitration award has not yet been rendered. Within thirty (30) days after the appointment of all arbitrators to the Arbitration Panel, or within such longer period mutually agreed upon by the parties, the Arbitration Panel ICC Court, any arbitrator, and their agents or Representatives, shall hear keep confidential and decide not disclose to any non-party the dispute submitted to Arbitration hereunder and shall promptly prepare a written decision on the merits existence of the matters arbitration, non-public materials and information provided in disputethe arbitration by another party, which decision and orders or awards made in the arbitration (together, the “Arbitration Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party – including a fact or expert witness, stenographer, translator or any other person – the party or arbitrator shall state make reasonable efforts to secure the facts and law relied upon and non-party’s advance agreement to preserve the reasons for the Arbitration Panel’s decision. The award or decision confidentiality of the Arbitration PanelConfidential Information. Notwithstanding the foregoing, which a party may include an order of specific performance, injunctiondisclose Arbitration Confidential Information to the extent necessary to: (i) prosecute or defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (ii) respond to a compulsory order or request for information of a governmental or regulatory body; (iii) make disclosure required by law or by the rules of a securities exchange; (iv) seek legal, accounting or other equitable reliefprofessional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any disclosure allowed under the foregoing circumstances (i) through (iv), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of the information provided. The Arbitral Tribunal may permit further disclosure of Arbitration Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of this Agreement and of any arbitration brought pursuant to this Agreement. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in any way derogate from the agreement to arbitrate set out in this Section 11. (g) If there is any dispute as to whether a dispute, controversy or claim is subject to arbitration, the Arbitral Tribunal shall have jurisdiction to decide the same. (h) The agreement to arbitrate under this Section 11 shall be specifically enforceable. Any Award rendered by the Arbitral Tribunal shall be in writing and shall be final and binding on all upon the parties, and judgment thereon may include an award of costs, including reasonable legal fees and disbursements, to the prevailing party. The parties undertake to carry out any Award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon any Award may be rendered entered by any court having jurisdiction thereofthereof or having jurisdiction over the relevant party or its assets and, or application may be made to such court for the judicial acceptance of the award and an order of enforcement, as the case may be. There shall be no right of appeal, except as contained under applicable laws. During the pendency of any arbitration processmaximum extent permitted by Law, the parties shall equally share the cost agree that any court of competent jurisdiction in which enforcement of the arbitratorAward is sought shall have power to enforce the relief awarded by the Arbitral Tribunal, and each party to any arbitration shall bear its own expensesregardless of whether such relief is characterized as legal, including but not limited to such party’s attorneys’ fees, if any. 7.3.3. Executive understands that nothing in this Section 7.3 modifies Executive’s at-will employment status. Either Executive equitable or the Company may terminate the employment relationship between Executive and the Company at any time, with or without Cause, upon the terms and subject to the conditions of this Agreement. 7.3.4. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 7.3, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: (a) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATIONotherwise. (bi) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts located in New York, New York for enforcing the parties’ agreement to arbitrate, enforcing any arbitration Award or obtaining or enforcing interim measures (including injunctive relief). THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY AND ALL CLAIMS FOR VIOLATION ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION IN ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT; (c) ANY AND ALL CLAIMS MATTERS ARISING OUT OF OR IN ANY OTHER LAWS WAY CONNECTED WITH THIS AGREEMENT AND REGULATIONS RELATING TO EMPLOYMENT THE TRANSACTION AGREEMENTS OR EMPLOYMENT DISCRIMINATIONTHE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Dispute Resolution and Jurisdiction. 7.3.1. (a) This Agreement will Agreement, all transactions contemplated by this Agreement, and all claims and defenses of any nature (including contractual and non-contractual claims and defenses) arising out of or relating to this Agreement, any transaction contemplated by this Agreement, and the formation, applicability, breach, termination or validity of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the principles of any conflicts of laws. disputeslaw principles that would apply the Law of another jurisdiction. (b) Any dispute, claims and controversies between controversy or claim arising out of or in connection with, or relating to, this Agreement or the parties hereto concerning transactions contemplated by this Agreement or the validityformation, interpretationapplicability, performancebreach, termination or breach validity thereof, shall be finally settled exclusively by arbitration in accordance with the Rules of this Agreement, which cannot be resolved by Arbitration of the parties within sixty International Chamber of Commerce (60the “ICC”) days after such dispute, claim or controversy arises shall, in effect at the option time of either partythe arbitration, except as they may be referred to modified herein or by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”). The arbitration shall be conducted in the English language and finally settled by the seat of the arbitration shall be New York, New York. (c) The party or parties initiating arbitration (an the “ArbitrationClaimant(s)”) provided, that either party may apply to a court of competent jurisdiction seeking equitable relief prior to Arbitration. Such Arbitration shall be initiated by the initiating party giving notice nominate an arbitrator in its (their) request for arbitration (the “Arbitration NoticeRequest”). The party or parties named as Respondent(s) to in the other party Arbitration Request (the “RespondentRespondent(s)”) that it intends to submit shall nominate an arbitrator within thirty (30) days of receipt of the Arbitration Request and shall notify the Claimant(s) of such disputenomination in writing. If within thirty (30) days of receipt of the Arbitration Request by the Respondent(s), claim the Respondent(s) has (have) not nominated an arbitrator, then the International Court of Arbitration of the ICC (the “ICC Court”) shall appoint an arbitrator on behalf of the Respondent(s). The first two arbitrators nominated by the parties or controversy to Arbitration. Each party shall, appointed by the ICC Court in accordance with the above shall nominate a third arbitrator within thirty (30) days of the date the Arbitration Notice is received confirmation by the RespondentICC Court (or appointment in accordance with the above) of the arbitrator nominated/appointed on behalf of the Respondent(s). When the third arbitrator has accepted the nomination, designate a person to act as an arbitratorthe other two arbitrators shall promptly notify the parties of the nomination. If either party fails the first two arbitrators nominated/appointed fail to designate nominate a person to act as an third arbitrator within the time specified herein the Arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation referred to above, the ICC Court shall appoint a the third arbitrator who and shall promptly notify the parties of the appointment. The third arbitrator shall act as presiding chair of the Arbitral Tribunal. Each arbitrator (the “Presiding Arbitrator” and, together with the other two arbitrators, the “Arbitration Panel”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according qualified to practice law under the rules Laws of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”). 7.3.2. The Arbitration shall be conducted in accordance with the Rules, pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq., and shall be held in the Borough of Manhattan, in the City of New York and the State of New York. Executive and the Company hereby consent to the personal and exclusive jurisdiction of New York for such Arbitration and hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of any such Arbitration proceeding and any claim or defense of inconvenient forum. All Arbitration proceedings An arbitrator shall be confidential, and neither deemed to have met these qualifications unless any party objects within fifteen (15) days. (d) The parties agree that any Award by the parties nor the members of the Arbitration Panel may disclose the content or results of any Arbitration hereunder without the prior written consent of all parties to the dispute. The Arbitration proceedings Arbitral Tribunal on interim measures shall be governed by federal arbitration law fully enforceable as such and by the Rules, without reference an application for interim measures to state arbitration law, unless the parties stipulate to the contrary. Any provisional remedy (including preliminary or permanent injunctive relief) that would be available from a court of competent jurisdiction by any party to the arbitration shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate set out in this Section 11. (e) In order to facilitate the comprehensive resolution of related disputes and to avoid inconsistent decisions in related disputes, upon request of any party to an arbitration proceeding commenced pursuant to this Section 11, any dispute, controversy or claim subsequently noticed for arbitration under the provisions of this Section may be consolidated with the earlier-commenced arbitration proceeding, as determined within the discretion of the Arbitral Tribunal appointed in the first-commenced arbitration proceeding. The Arbitral Tribunal must not consolidate such arbitrations unless the Arbitral Tribunal determines that (i) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay, conflict of interest or otherwise. If the Arbitral Tribunal and any arbitration tribunal appointed in a subsequent arbitration proceeding disagree as to whether their respective arbitrations should be consolidated there shall be available from the Arbitration Panel pending completion no consolidation. (f) Subject to clause 17.3 of the arbitration. The benefited party of such provisional remedy shall be entitled to enforce such remedy in court immediatelyShare Purchase Agreement, even though a final arbitration award has not yet been rendered. Within thirty (30) days after the appointment of all arbitrators to the Arbitration Panel, or within such longer period mutually agreed upon by the parties, the Arbitration Panel ICC Court, any arbitrator, and their agents or Representatives, shall hear keep confidential and decide not disclose to any non-party the dispute submitted to Arbitration hereunder and shall promptly prepare a written decision on the merits existence of the matters arbitration, non-public materials and information provided in disputethe arbitration by another party, which decision and orders or awards made in the arbitration (together, the “Arbitration Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party — including a fact or expert witness, stenographer, translator or any other person — the party or arbitrator shall state make reasonable efforts to secure the facts and law relied upon and non-party’s advance agreement to preserve the reasons for the Arbitration Panel’s decision. The award or decision confidentiality of the Arbitration PanelConfidential Information. Notwithstanding the foregoing, which a party may include an order of specific performance, injunctiondisclose Arbitration Confidential Information to the extent necessary to: (i) prosecute or defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (ii) respond to a compulsory order or request for information of a governmental or regulatory body; (iii) make disclosure required by law or by the rules of a securities exchange; (iv) seek legal, accounting or other equitable reliefprofessional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any disclosure allowed under the foregoing circumstances (i) through (iv), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of the information provided. The Arbitral Tribunal may permit further disclosure of Arbitration Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of this Agreement and of any arbitration brought pursuant to this Agreement. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in any way derogate from the agreement to arbitrate set out in this Section 11. (g) If there is any dispute as to whether a dispute, controversy or claim is subject to arbitration, the Arbitral Tribunal shall have jurisdiction to decide the same. (h) The agreement to arbitrate under this Section 11 shall be specifically enforceable. Any Award rendered by the Arbitral Tribunal shall be in writing and shall be final and binding on all upon the parties, and judgment thereon may include an award of costs, including reasonable legal fees and disbursements, to the prevailing party. The parties undertake to carry out any Award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon any Award may be rendered entered by any court having jurisdiction thereofthereof or having jurisdiction over the relevant party or its assets and, or application may be made to such court for the judicial acceptance of the award and an order of enforcement, as the case may be. There shall be no right of appeal, except as contained under applicable laws. During the pendency of any arbitration processmaximum extent permitted by Law, the parties shall equally share the cost agree that any court of competent jurisdiction in which enforcement of the arbitratorAward is sought shall have power to enforce the relief awarded by the Arbitral Tribunal, and each party to any arbitration shall bear its own expensesregardless of whether such relief is characterized as legal, including but not limited to such party’s attorneys’ fees, if any. 7.3.3. Executive understands that nothing in this Section 7.3 modifies Executive’s at-will employment status. Either Executive equitable or the Company may terminate the employment relationship between Executive and the Company at any time, with or without Cause, upon the terms and subject to the conditions of this Agreement. 7.3.4. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 7.3, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: (a) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATIONotherwise. (bi) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts located in New York, New York for enforcing the parties’ agreement to arbitrate, enforcing any arbitration Award or obtaining or enforcing interim measures (including injunctive relief). THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY AND ALL CLAIMS FOR VIOLATION ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION IN ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT; (c) ANY AND ALL CLAIMS MATTERS ARISING OUT OF OR IN ANY OTHER LAWS WAY CONNECTED WITH THIS AGREEMENT AND REGULATIONS RELATING TO EMPLOYMENT THE TRANSACTION AGREEMENTS OR EMPLOYMENT DISCRIMINATIONTHE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Dispute Resolution and Jurisdiction. 7.3.1. 31.1 This Agreement will Agreement, all transactions contemplated by this Agreement, and all claims and defenses of any nature (including contractual and non-contractual claims and defenses) arising out of or relating to this Agreement, any transaction contemplated by this Agreement, and the formation, applicability, breach, termination or validity of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the principles of any conflicts of laws. disputeslaw principles that would apply the Law of another jurisdiction. 31.2 Any dispute, claims and controversies between controversy or claim arising out of or in connection with, or relating to, this Agreement or the parties hereto concerning transactions contemplated by this Agreement or the validityformation, interpretationapplicability, performancebreach, termination or breach validity thereof, shall be finally settled exclusively by arbitration in accordance with the Rules of this Agreement, which cannot be resolved by Arbitration of the parties within sixty International Chamber of Commerce (60the “ICC”) days after such dispute, claim or controversy arises shall, in effect at the option time of either partythe arbitration, except as they may be referred to modified herein or by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”). The arbitration shall be conducted in the English language and finally settled by the seat of the arbitration shall be New York, New York. 31.3 The party or parties initiating arbitration (an the “ArbitrationClaimant(s)”) provided, that either party may apply to a court of competent jurisdiction seeking equitable relief prior to Arbitration. Such Arbitration shall be initiated by the initiating party giving notice nominate an arbitrator in its (their) request for arbitration (the “Arbitration NoticeRequest”). The party or parties named as Respondent(s) to in the other party Arbitration Request (the “RespondentRespondent(s)”) that it intends to submit shall nominate an arbitrator within thirty (30) days of receipt of the Arbitration Request and shall notify the Claimant(s) of such disputenomination in writing. If within thirty (30) days of receipt of the Arbitration Request by the Respondent(s), claim the Respondent(s) has (have) not nominated an arbitrator, then the International Court of Arbitration of the International Chamber of Commerce (the “ICC Court”) shall appoint an arbitrator on behalf of the Respondent(s). The first two arbitrators nominated by the parties or controversy to Arbitration. Each party shall, appointed by the ICC Court in accordance with the above shall nominate a third arbitrator within thirty (30) days of the date the Arbitration Notice is received confirmation by the RespondentICC Court (or appointment in accordance with the above) of the arbitrator nominated/appointed on behalf of the Respondent(s). When the third arbitrator has accepted the nomination, designate a person to act as an arbitratorthe other two arbitrators shall promptly notify the parties of the nomination. If either party fails the first two arbitrators nominated/appointed fail to designate nominate a person to act as an third arbitrator within the time specified herein the Arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation referred to above, the ICC Court shall appoint a the third arbitrator who and shall promptly notify the parties of the appointment. The third arbitrator shall act as presiding chair of the Arbitral Tribunal. Each arbitrator (the “Presiding Arbitrator” and, together with the other two arbitrators, the “Arbitration Panel”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according qualified to practice law under the rules Laws of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”). 7.3.2. The Arbitration shall be conducted in accordance with the Rules, pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq., and shall be held in the Borough of Manhattan, in the City of New York and the State of New York. Executive and the Company hereby consent to the personal and exclusive jurisdiction of New York for such Arbitration and hereby waive any objection(s) that they may have to personal jurisdiction, the laying of venue of any such Arbitration proceeding and any claim or defense of inconvenient forum. All Arbitration proceedings An arbitrator shall be confidential, and neither deemed to have met these qualifications unless any party objects within fifteen (15) days. 31.4 The parties agree that any Award by the parties nor the members of the Arbitration Panel may disclose the content or results of any Arbitration hereunder without the prior written consent of all parties to the dispute. The Arbitration proceedings Arbitral Tribunal on interim measures shall be governed by federal arbitration law fully enforceable as such and by the Rules, without reference an application for interim measures to state arbitration law, unless the parties stipulate to the contrary. Any provisional remedy (including preliminary or permanent injunctive relief) that would be available from a court of competent jurisdiction by any party to the arbitration shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate set out in this clause 31. 31.5 In order to facilitate the comprehensive resolution of related disputes and to avoid inconsistent decisions in related disputes, upon request of any party to an arbitration proceeding commenced pursuant to this clause 31, any dispute, controversy or claim subsequently noticed for arbitration under the provisions of this clause 31 may be consolidated with the earlier-commenced arbitration proceeding, as determined within the discretion of the Arbitral Tribunal appointed in the first-commenced arbitration proceeding. The Arbitral Tribunal must not consolidate such arbitrations unless the Arbitral Tribunal determines that (i) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay, conflict of interest or otherwise. If the Arbitral Tribunal and any arbitration tribunal appointed in a subsequent arbitration proceeding disagree as to whether their respective arbitrations should be consolidated there shall be available from the Arbitration Panel pending completion of the arbitration. The benefited party of such provisional remedy shall be entitled no consolidation. 31.6 Subject to enforce such remedy in court immediatelyclause 17.3, even though a final arbitration award has not yet been rendered. Within thirty (30) days after the appointment of all arbitrators to the Arbitration Panel, or within such longer period mutually agreed upon by the parties, the Arbitration Panel ICC Court, any arbitrator, and their agents or representatives, shall hear keep confidential and not disclose to any non-party the existence of the arbitration, non-public materials and information provided in the arbitration by another party, and orders or awards made in the arbitration (together, the “Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party, including a fact or expert witness, stenographer, translator or any other person, the party or arbitrator shall make reasonable efforts to secure the non-party’s advance agreement to preserve the confidentiality of the Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent necessary to: (i) prosecute or defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (ii) respond to a compulsory order or request for information of a governmental or regulatory body; (iii) make disclosure required by law or by the rules of a securities exchange; (iv) seek legal, accounting or other professional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any disclosure allowed under the foregoing circumstances (i) through (iv), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of the information provided. The Arbitral Tribunal may permit further disclosure of Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of this Agreement and of any arbitration brought pursuant to this Agreement. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in any way derogate from the agreement to arbitrate set out in this clause 31. 31.7 Solely in respect of any dispute, controversy or claim arising out of or in connection with the refusal by either party to effect the Completion including taking actions required hereunder before the Completion, and notwithstanding any other provision of this clause 31, the following provisions shall apply: (a) the arbitration shall be conducted in an expedited manner. There shall be one round of pre-hearing submissions by each party, whether simultaneous or sequential as directed by the Arbitral Tribunal, and no reply or rejoinder submissions shall be made unless the Arbitral Tribunal expressly so authorizes. The arbitration hearing shall be held within four months of the constitution of the Arbitral Tribunal and shall continue, to the extent practicable, from Business Day to Business Day until completed. There shall be no post-hearing submissions except as directed by the Arbitral Tribunal, and before ordering such submissions, the Arbitral Tribunal shall identify for the parties, on the basis of its assessment of the case as of that time, the specific issues or matters it believes should be addressed. The Arbitral Tribunal shall endeavor to render its Award within six weeks of the last day of the arbitration hearing. The Arbitral Tribunal may modify the provisions of this clause 31.7 for good cause shown. Failure to comply with any time period set out in this clause 31.7 shall not affect in any way the jurisdiction of the Arbitral Tribunal or the validity of its Award; (b) any request for production of documents or other information shall be subject to the express authorization of the Arbitral Tribunal, which shall endeavor to ensure that any such requests are as limited and disciplined as is consistent with the just resolution of the dispute, controversy or claim. The parties expressly waive any right to seek evidence under Section 1782 of title 28 of the U.S. Code or any other provision contained in the arbitration or other procedural rules or Laws of any jurisdiction. A party may request, and the Arbitral Tribunal should authorize, production only of specific documents or narrow and specific categories of documents that are critical to the fair presentation of a party’s case and reasonably believed to exist and be in the possession, custody or control of the other party; and (c) the Arbitral Tribunal shall have power to make any Award that it deems just and appropriate, including specific performance or injunctive relief. 31.8 If there is any dispute as to whether a dispute, controversy or claim is subject to arbitration, the Arbitral Tribunal shall have jurisdiction to decide the dispute submitted same. 31.9 The agreement to Arbitration hereunder arbitrate under this clause 31 shall be specifically enforceable. Any Award rendered by the Arbitral Tribunal shall be in writing and shall promptly prepare a written decision on the merits of the matters in dispute, which decision shall state the facts and law relied upon and the reasons for the Arbitration Panel’s decision. The award or decision of the Arbitration Panel, which may include an order of specific performance, injunction, or other equitable relief, shall be final and binding on all upon the parties, and judgment thereon may include an award of costs, including reasonable legal fees and disbursements, to the prevailing party. The parties undertake to carry out any Award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon any Award may be rendered entered by any court having jurisdiction thereofthereof or having jurisdiction over the relevant party or its assets and, or application may be made to such court for the judicial acceptance of the award and an order of enforcement, as the case may be. There shall be no right of appeal, except as contained under applicable laws. During the pendency of any arbitration processmaximum extent permitted by Law, the parties shall equally share the cost agree that any court of competent jurisdiction in which enforcement of the arbitratorAward is sought shall have power to enforce the relief awarded by the Arbitral Tribunal, regardless of whether such relief is characterized as legal, equitable or otherwise. 31.10 Notwithstanding anything herein to the contrary, each of the parties hereto agrees that it will not bring, or permit any of its Affiliates to bring, any suit, action or other proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against the Lenders or any Affiliate thereof arising out of or relating to (x) the Credit Agreement, any of the transactions contemplated by the Credit Agreement or the performance of services thereunder or (y) this Agreement or any of the transactions contemplated hereby in any forum other than any New York State court or Federal court of the United States of America sitting in New York County, and any appellate court from any thereof, and each party of the parties hereto agrees that the waiver of jury trial set forth in clause 31.11 shall be applicable to any arbitration shall bear its own expensessuch suit, including but not limited to such party’s attorneys’ fees, if anyaction or other proceeding. The Lenders and their Affiliates are express third party beneficiaries of this clause 31.10. 7.3.3. Executive understands that nothing in this Section 7.3 modifies Executive’s at-will employment status. Either Executive or the Company may terminate the employment relationship between Executive 31.11 Each party irrevocably and the Company at any time, with or without Cause, upon the terms and subject unconditionally submits to the conditions non-exclusive jurisdiction of this Agreement. 7.3.4the courts located in New York, New York for enforcing the parties’ agreement to arbitrate, enforcing any arbitration Award or obtaining or enforcing interim measures (including injunctive relief). EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 7.3THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT SUBMITTING SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY CLAIMS ARISING OUT OF, RELATING TO, OR PARTY AGAINST ANY OTHER PARTY IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER ANY COURT OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: (a) COMPETENT JURISDICTION IN ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION. (b) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT; (c) ANY AND ALL CLAIMS MATTERS ARISING OUT OF OR IN ANY OTHER LAWS WAY CONNECTED WITH THIS AGREEMENT AND REGULATIONS RELATING TO EMPLOYMENT THE TRANSACTION AGREEMENTS (INCLUDING ANY SUCH ACTION INVOLVING THE LENDERS UNDER THE CREDIT AGREEMENT) OR EMPLOYMENT DISCRIMINATIONTHE TRANSACTIONS CONTEMPLATED HEREBY. The Lenders and their Affiliates are express third-party beneficiaries of this clause 31.11.

Governing Law, Dispute Resolution and Jurisdiction. 7.3.1. (a) This Agreement will Agreement, all transactions contemplated by this Agreement, and all claims and defenses of any nature (including contractual and non-contractual claims and defenses) arising out of or relating to this Agreement, any transaction contemplated by this Agreement, and the formation, applicability, breach, termination or validity of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the principles of any conflicts of laws. disputeslaw principles that would apply the Law of another jurisdiction. (b) Any dispute, claims and controversies between controversy or claim arising out of or in connection with, or relating to, this Agreement or the parties hereto concerning transactions contemplated by this Agreement or the validityformation, interpretationapplicability, performancebreach, termination or breach validity thereof, shall be finally settled exclusively by arbitration in accordance with the Rules of this Agreement, which cannot be resolved by Arbitration of the parties within sixty International Chamber of Commerce (60the “ICC”) days after such dispute, claim or controversy arises shall, in effect at the option time of either partythe arbitration, except as they may be referred to modified herein or by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”). The arbitration shall be conducted in the English language and finally settled by the seat of the arbitration shall be New York, New York. (c) The party or parties initiating arbitration (an the “ArbitrationClaimant(s)”) provided, that either party may apply to a court of competent jurisdiction seeking equitable relief prior to Arbitration. Such Arbitration shall be initiated by the initiating party giving notice nominate an arbitrator in its (their) request for arbitration (the “Arbitration NoticeRequest”). The party or parties named as Respondent(s) to in the other party Arbitration Request (the “RespondentRespondent(s)”) that it intends to submit shall nominate an arbitrator within thirty (30) days of receipt of the Arbitration Request and shall notify the Claimant(s) of such disputenomination in writing. If within thirty (30) days of receipt of the Arbitration Request by the Respondent(s), claim the Respondent(s) has (have) not nominated an arbitrator, then the International Court of Arbitration of the ICC (the “ICC Court”) shall appoint an arbitrator on behalf of the Respondent(s). The first two arbitrators nominated by the parties or controversy to Arbitration. Each party shall, appointed by the ICC Court in accordance with the above shall nominate a third arbitrator within thirty (30) days of the date the Arbitration Notice is received confirmation by the RespondentICC Court (or appointment in accordance with the above) of the arbitrator nominated/appointed on behalf of the Respondent(s). When the third arbitrator has accepted the nomination, designate a person to act as an arbitratorthe other two arbitrators shall promptly notify the parties of the nomination. If either party fails the first two arbitrators nominated/appointed fail to designate nominate a person to act as an third arbitrator within the time specified herein the Arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation referred to above, the ICC Court shall appoint a the third arbitrator who and shall promptly notify the parties of the appointment. The third arbitrator shall act as presiding chair of the Arbitral Tribunal. Each arbitrator (the “Presiding Arbitrator” and, together with the other two arbitrators, the “Arbitration Panel”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according qualified to practice law under the rules Laws of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”). 7.3.2. The Arbitration shall be conducted in accordance with the Rules, pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq., and shall be held in the Borough of Manhattan, in the City of New York and the State of New York. Executive An arbitrator shall be deemed to have met these qualifications unless any party objects within fifteen (15) days. (d) The parties agree that any Award by the Arbitral Tribunal on interim measures shall be fully enforceable as such and the Company hereby consent an application for interim measures to a court of competent jurisdiction by any party to the personal and exclusive jurisdiction of New York for such Arbitration and hereby waive any objection(s) that they may have to personal jurisdictionarbitration shall not be deemed incompatible with, or a waiver of, the laying agreement to arbitrate set out in this Section 8. (e) In order to facilitate the comprehensive resolution of venue related disputes and to avoid inconsistent decisions in related disputes, upon request of any party to an arbitration proceeding commenced pursuant to this Section 8, any dispute, controversy or claim subsequently noticed for arbitration under the provisions of this Section may be consolidated with the earlier-commenced arbitration proceeding, as determined within the discretion of the Arbitral Tribunal appointed in the first-commenced arbitration proceeding. The Arbitral Tribunal must not consolidate such Arbitration arbitrations unless the Arbitral Tribunal determines that (i) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay, conflict of interest or otherwise. If the Arbitral Tribunal and any claim or defense of inconvenient forum. All Arbitration proceedings arbitration tribunal appointed in a subsequent arbitration proceeding disagree as to whether their respective arbitrations should be consolidated there shall be confidentialno consolidation. (f) The ICC Court, any arbitrator, and neither their agents or Representatives, shall keep confidential and not disclose to any non-party the parties nor existence of the members arbitration, non-public materials and information provided in the arbitration by another party, and orders or awards made in the arbitration (together, the “Arbitration Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party — including a fact or expert witness, stenographer, translator or any other person — the party or arbitrator shall make reasonable efforts to secure the non-party’s advance agreement to preserve the confidentiality of the Arbitration Panel Confidential Information. Notwithstanding the foregoing, a party may disclose Arbitration Confidential Information to the content extent necessary to: (i) prosecute or results defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (ii) respond to a compulsory order or request for information of a governmental or regulatory body; (iii) make disclosure required by law or by the rules of a securities exchange; (iv) seek legal, accounting or other professional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any Arbitration hereunder without disclosure allowed under the prior written consent foregoing circumstances (i) through (iv), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of all parties to the disputeinformation provided. The Arbitral Tribunal may permit further disclosure of Arbitration proceedings Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of this Agreement and of any arbitration brought pursuant to this Agreement. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in any way derogate from the agreement to arbitrate set out in this Section 8. (g) If there is any dispute as to whether a dispute, controversy or claim is subject to arbitration, the Arbitral Tribunal shall have jurisdiction to decide the same. (h) The agreement to arbitrate under this Section 8 shall be governed by federal arbitration law and specifically enforceable. Any Award rendered by the Rules, without reference to state arbitration law, unless the parties stipulate to the contrary. Any provisional remedy (including preliminary or permanent injunctive relief) that would be available from a court of law Arbitral Tribunal shall be available from the Arbitration Panel pending completion of the arbitration. The benefited party of such provisional remedy shall be entitled to enforce such remedy in court immediately, even though a final arbitration award has not yet been rendered. Within thirty (30) days after the appointment of all arbitrators to the Arbitration Panel, or within such longer period mutually agreed upon by the parties, the Arbitration Panel shall hear writing and decide the dispute submitted to Arbitration hereunder and shall promptly prepare a written decision on the merits of the matters in dispute, which decision shall state the facts and law relied upon and the reasons for the Arbitration Panel’s decision. The award or decision of the Arbitration Panel, which may include an order of specific performance, injunction, or other equitable relief, shall be final and binding on all upon the parties, and judgment thereon may include an award of costs, including reasonable legal fees and disbursements, to the prevailing party. The parties undertake to carry out any Award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon any Award may be rendered entered by any court having jurisdiction thereofthereof or having jurisdiction over the relevant party or its assets and, or application may be made to such court for the judicial acceptance of the award and an order of enforcement, as the case may be. There shall be no right of appeal, except as contained under applicable laws. During the pendency of any arbitration processmaximum extent permitted by Law, the parties shall equally share the cost agree that any court of competent jurisdiction in which enforcement of the arbitratorAward is sought shall have power to enforce the relief awarded by the Arbitral Tribunal, and each party to any arbitration shall bear its own expensesregardless of whether such relief is characterized as legal, including but not limited to such party’s attorneys’ fees, if any. 7.3.3. Executive understands that nothing in this Section 7.3 modifies Executive’s at-will employment status. Either Executive equitable or the Company may terminate the employment relationship between Executive and the Company at any time, with or without Cause, upon the terms and subject to the conditions of this Agreement. 7.3.4. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 7.3, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: (a) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATIONotherwise. (bi) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts located in New York, New York for enforcing the parties’ agreement to arbitrate, enforcing any arbitration Award or obtaining or enforcing interim measures (including injunctive relief). THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY AND ALL CLAIMS FOR VIOLATION ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION IN ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT; (c) ANY AND ALL CLAIMS MATTERS ARISING OUT OF OR IN ANY OTHER LAWS WAY CONNECTED WITH THIS AGREEMENT AND REGULATIONS RELATING TO EMPLOYMENT THE TRANSACTION AGREEMENTS OR EMPLOYMENT DISCRIMINATIONTHE TRANSACTIONS CONTEMPLATED HEREBY.

Governing Law, Dispute Resolution and Jurisdiction. 7.3.1. (a) This Agreement will Agreement, all transactions contemplated by this Agreement, and all claims and defenses of any nature (including contractual and non-contractual claims and defenses) arising out of or relating to this Agreement, any transaction contemplated by this Agreement, and the formation, applicability, breach, termination or validity of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, York without regard giving effect to the principles of any conflicts of laws. disputeslaw principles that would apply the Law of another jurisdiction. (b) Any dispute, claims and controversies between controversy or claim arising out of or in connection with, or relating to, this Agreement or the parties hereto concerning transactions contemplated by this Agreement or the validityformation, interpretationapplicability, performancebreach, termination or breach validity thereof, shall be finally settled exclusively by arbitration in accordance with the Rules of this Agreement, which cannot be resolved by Arbitration of the parties within sixty International Chamber of Commerce (60the “ICC”) days after such dispute, claim or controversy arises shall, in effect at the option time of either partythe arbitration, except as they may be referred to modified herein or by mutual agreement of the parties. The arbitration shall be conducted by three arbitrators (the “Arbitral Tribunal”). The arbitration shall be conducted in the English language and finally settled by the seat of the arbitration shall be New York, New York. (c) The party or parties initiating arbitration (an the “ArbitrationClaimant(s)”) provided, that either party may apply to a court of competent jurisdiction seeking equitable relief prior to Arbitration. Such Arbitration shall be initiated by the initiating party giving notice nominate an arbitrator in its (their) request for arbitration (the “Arbitration NoticeRequest”). The party or parties named as Respondent(s) to in the other party Arbitration Request (the “RespondentRespondent(s)”) that it intends to submit shall nominate an arbitrator within thirty (30) days of receipt of the Arbitration Request and shall notify the Claimant(s) of such disputenomination in writing. If within thirty (30) days of receipt of the Arbitration Request by the Respondent(s), claim the Respondent(s) has (have) not nominated an arbitrator, then the International Court of Arbitration of the ICC (the “ICC Court”) shall appoint an arbitrator on behalf of the Respondent(s). The first two arbitrators nominated by the parties or controversy to Arbitration. Each party shall, appointed by the ICC Court in accordance with the above shall nominate a third arbitrator within thirty (30) days of the date the Arbitration Notice is received confirmation by the RespondentICC Court (or appointment in accordance with the above) of the arbitrator nominated/appointed on behalf of the Respondent(s). When the third arbitrator has accepted the nomination, designate a person to act as an arbitratorthe other two arbitrators shall promptly notify the parties of the nomination. If either party fails the first two arbitrators nominated/appointed fail to designate nominate a person to act as an third arbitrator within the time specified herein the Arbitration shall be conducted by the sole designated arbitrator. The two arbitrators appointed by the parties shall, within thirty (30) days after their designation referred to above, the ICC Court shall appoint a the third arbitrator who and shall promptly notify the parties of the appointment. The third arbitrator shall act as presiding chair of the Arbitral Tribunal. Each arbitrator (the “Presiding Arbitrator” and, together with the other two arbitrators, the “Arbitration Panel”). If the two arbitrators designated by the parties are unable to appoint a Presiding Arbitrator, the Presiding Arbitrator shall be appointed according qualified to practice law under the rules Laws of the American Arbitration Association as in effect on the date the notice of submission to arbitration is given (the “Rules”). 7.3.2. The Arbitration shall be conducted in accordance with the Rules, pursuant to the United States Arbitration Act, 9 U.S.C., Section 1 et seq., and shall be held in the Borough of Manhattan, in the City of New York and the State of New York. Executive An arbitrator shall be deemed to have met these qualifications unless any party objects within fifteen (15) days. (d) The parties agree that any Award by the Arbitral Tribunal on interim measures shall be fully enforceable as such and the Company hereby consent an application for interim measures to a court of competent jurisdiction by any party to the personal and exclusive jurisdiction of New York for such Arbitration and hereby waive any objection(s) that they may have to personal jurisdictionarbitration shall not be deemed incompatible with, or a waiver of, the laying agreement to arbitrate set out in this Section 8. (e) In order to facilitate the comprehensive resolution of venue related disputes and to avoid inconsistent decisions in related disputes, upon request of any party to an arbitration proceeding commenced pursuant to this Section 8, any dispute, controversy or claim subsequently noticed for arbitration under the provisions of this Section may be consolidated with the earlier-commenced arbitration proceeding, as determined within the discretion of the Arbitral Tribunal appointed in the first-commenced arbitration proceeding. The Arbitral Tribunal must not consolidate such Arbitration arbitrations unless the Arbitral Tribunal determines that (i) there are issues of fact or law common to the proceedings, so that a consolidated proceeding would be more efficient than separate proceedings, and (ii) no party hereto would be prejudiced as a result of such consolidation through undue delay, conflict of interest or otherwise. If the Arbitral Tribunal and any claim or defense of inconvenient forum. All Arbitration proceedings arbitration tribunal appointed in a subsequent arbitration proceeding disagree as to whether their respective arbitrations should be consolidated there shall be confidentialno consolidation. (f) The ICC Court, any arbitrator, and neither their agents or Representatives, shall keep confidential and not disclose to any non-party the parties nor existence of the members arbitration, non-public materials and information provided in the arbitration by another party, and orders or awards made in the arbitration (together, the “Arbitration Confidential Information”). If a party or an arbitrator wishes to involve in the arbitration a non-party – including a fact or expert witness, stenographer, translator or any other person – the party or arbitrator shall make reasonable efforts to secure the non-party’s advance agreement to preserve the confidentiality of the Arbitration Panel Confidential Information. Notwithstanding the foregoing, a party may disclose Arbitration Confidential Information to the content extent necessary to: (i) prosecute or results defend the arbitration or proceedings related to it (including enforcement or annulment proceedings), or to pursue a legal right; (ii) respond to a compulsory order or request for information of a governmental or regulatory body; (iii) make disclosure required by law or by the rules of a securities exchange; (iv) seek legal, accounting or other professional services, or satisfy information requests of potential acquirers, investors or lenders, provided that in each case of any Arbitration hereunder without disclosure allowed under the prior written consent foregoing circumstances (i) through (iv), where possible, the producing party takes reasonable measures to ensure that the recipient preserves the confidentiality of all parties to the disputeinformation provided. The Arbitral Tribunal may permit further disclosure of Arbitration proceedings Confidential Information where there is a demonstrated need to disclose that outweighs any party’s legitimate interest in preserving confidentiality. This confidentiality provision survives termination of this Agreement and of any arbitration brought pursuant to this Agreement. This confidentiality provision may be enforced by an arbitral tribunal or any court of competent jurisdiction, and an application to a court to enforce this provision shall not waive or in any way derogate from the agreement to arbitrate set out in this Section 8. (g) If there is any dispute as to whether a dispute, controversy or claim is subject to arbitration, the Arbitral Tribunal shall have jurisdiction to decide the same. (h) The agreement to arbitrate under this Section 8 shall be governed by federal arbitration law and specifically enforceable. Any Award rendered by the Rules, without reference to state arbitration law, unless the parties stipulate to the contrary. Any provisional remedy (including preliminary or permanent injunctive relief) that would be available from a court of law Arbitral Tribunal shall be available from the Arbitration Panel pending completion of the arbitration. The benefited party of such provisional remedy shall be entitled to enforce such remedy in court immediately, even though a final arbitration award has not yet been rendered. Within thirty (30) days after the appointment of all arbitrators to the Arbitration Panel, or within such longer period mutually agreed upon by the parties, the Arbitration Panel shall hear writing and decide the dispute submitted to Arbitration hereunder and shall promptly prepare a written decision on the merits of the matters in dispute, which decision shall state the facts and law relied upon and the reasons for the Arbitration Panel’s decision. The award or decision of the Arbitration Panel, which may include an order of specific performance, injunction, or other equitable relief, shall be final and binding on all upon the parties, and judgment thereon may include an award of costs, including reasonable legal fees and disbursements, to the prevailing party. The parties undertake to carry out any Award without delay and waive their right to any form of recourse based on grounds other than those contained in the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958 insofar as such waiver can validly be made. Judgment upon any Award may be rendered entered by any court having jurisdiction thereofthereof or having jurisdiction over the relevant party or its assets and, or application may be made to such court for the judicial acceptance of the award and an order of enforcement, as the case may be. There shall be no right of appeal, except as contained under applicable laws. During the pendency of any arbitration processmaximum extent permitted by Law, the parties shall equally share the cost agree that any court of competent jurisdiction in which enforcement of the arbitratorAward is sought shall have power to enforce the relief awarded by the Arbitral Tribunal, and each party to any arbitration shall bear its own expensesregardless of whether such relief is characterized as legal, including but not limited to such party’s attorneys’ fees, if any. 7.3.3. Executive understands that nothing in this Section 7.3 modifies Executive’s at-will employment status. Either Executive equitable or the Company may terminate the employment relationship between Executive and the Company at any time, with or without Cause, upon the terms and subject to the conditions of this Agreement. 7.3.4. EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 7.3, WHICH DISCUSSES ARBITRATION. EXECUTIVE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS: (a) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATIONotherwise. (bi) Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts located in New York, New York for enforcing the parties’ agreement to arbitrate, enforcing any arbitration Award or obtaining or enforcing interim measures (including injunctive relief). THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY AND ALL CLAIMS FOR VIOLATION ACTION, SUIT, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY IN ANY COURT OF COMPETENT JURISDICTION IN ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT; (c) ANY AND ALL CLAIMS MATTERS ARISING OUT OF OR IN ANY OTHER LAWS WAY CONNECTED WITH THIS AGREEMENT AND REGULATIONS RELATING TO EMPLOYMENT THE TRANSACTION AGREEMENTS OR EMPLOYMENT DISCRIMINATIONTHE TRANSACTIONS CONTEMPLATED HEREBY.